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CCCA_V4No4_Col-DealDevelop-V2.qxd:CCCA_V1No2_Col-News-V1.qxd 10/27/10 3:56 PM Page 48 AND Groupe immobilier santé McGill and McGill University Health Centre (con’d) On the Deal: For SNC-Lavalin Inc.: In-house by Réjean Goulet, Michel Jodoin, Louis Fleurent and Janet Oh. For SNC-Lavalin Services Ltd.: In-house by Jean-Éric Laferrière and Frédéric Gagnon. For SNC-Lavalin Operations and Maintenance Inc.: In-house by Jeff Wise. For Johnson Controls L.P.: Darryl Brown, Faithe Holder, Farida James and Rafal Wrzesien, Gowling Lafleur Henderson LLP. For the senior lenders and bondholders: Robert G. Borduas, Peter J. Wiazowski, Martin Thériault, Jules Charette (tax), Alain Ricard, Serge Levy, Michèle Friel, Mathieu Deschamps and Pascal Rodier, Ogilvy Renault LLP. For the bond underwriters: Peter A. Willis, McMillan LLP. FIBREK Inc. Completes Successful Refinancing Transactions Details: Fibrek Inc. (“Fibrek”) completed a series of refinancing transactions to refinance Fibre’s exist- ing revolving credit facility maturing on October 30, 2010, and existing term loan facility maturing on October 30, 2012, in the aggregate principal amount of approximately $143 million as at March 31, 2010. The refinancing transactions included: (i) a 5-year secured loan with a subsidiary of the Société générale de financement du Québec (“SGF”) for an Etienne Massicotte, David Chaikof, Anthony Penhale, Michael Harquail, Osler Hoskin Torys LLP Heenan Blaikie LLP Blake, Cassels amount of $78 million; (ii) a $75-million 3-year asset- & Harcourt LLP & Graydon LLP based revolving facility with GE Capital in Canada; and (iii) a rights offering for gross proceeds of approximately $40 million pursuant to which Fibrek issued an aggregate of 39,602,848 common shares and Fairfax Financial Holdings Limited (“Fairfax”) acted as standby purchaser. TD Securities Inc. (“TD”) acted as exclusive financial advisor in this refinancing. Date: Closed July 16, 2010. On the Deal: For Fibrek: In-house by Emmanuelle Lamarre-Cliche, Vice President Legal Affairs and Corporate Secretary, and Mathieu Locas, Legal Counsel; Steeve Robitaille, Pierre-Yves Leduc and Amy Chao (securities) and Luc Bernier and Éric Lévesque (tax), Stikeman Elliott LLP; Etienne Massicotte, Geneviève Filion and Maxime Laverdière (banking), Osler Hoskin & Harcourt LLP. For Fairfax: David Chaikof, Thomas Yeo, Amanda Balasubramanian and Alison Harnick, Torys LLP; Anthony Penhale, Heenan Blaikie LLP. For SGF: In-house by Bertrand Thibert, Legal Counsel; Richard O’Doherty (banking), François Amyot and Charles-Antoine Soulière (corporate), Andrée-Claude Bérubé (environmental) and Marie-Eve Cayer (real estate), McCarthy Tétrault LLP. For GE Capital: In-house by Jennifer Guerard, Senior Counsel; Michael R. Harquail, Michelle Laniel, Katherine Girard and Aryana Rousseau, Blake, Cassels & Graydon LLP. For TD: Franziska Ruf, Olivier Désilets and Élise Beauregard, Davies Ward Phillips & Vineberg LLP. Morguard Corporation and Morguard REIT Details: Morguard Corporation and Morguard Real Estate Investment Trust (collectively, “Morguard”) acquired Place Innovation (“Place Innovation”) from Brookfield Asset Management and Belmont Equity Partners (“BREOF/Belmont”) for $165 million. Morguard financed its purchase of Place Innovation through an $88-million acquisition facility established in its favour by Otera Capital (“Otéra”). Date: Closed July 30, 2010. On the Deal: For Morguard: In-house by Beverley Flynn; Eric Carmona, Melissa Schyven, Valérie Mac-Seing, Sébastien Thomas (real estate), Michael Kilby and Ashley Weber (com- petition) and Pierre-Louis Le Saunier (tax), Stikeman Elliott LLP. Thomas Macdonald, D. James Papadimitriou, Goodmans LLP Blake, Cassels For BREOF/Belmont: Thomas Macdonald and Richard Annan (competition), Goodmans LLP; & Graydon LLP Richard Clare, Fasken Martineau DuMoulin LLP. For Otéra: D. James Papadimitriou, Katherine Girard, Aude Godfroy and Larry Winton, Blake, Cassels & Graydon LLP. Air Canada Details: Air Canada completed private offerings of senior secured notes, consisting of US$600 million principal amount of 9.25 per cent senior secured first lien notes due 2015 and $300 million principal amount of 10.125 per cent senior secured first lien notes due 2015 (collectively, the “First Lien Notes”), and US$200 million principal amount of 12 per cent senior secured second lien notes due 2016 (the “Second Lien Notes”). Air Canada received net proceeds of $1.075 billion, after deduction of fees, expenses and discounts, and used approximately $729 million of the net proceeds of the offerings to repay all of the outstanding indebtedness under its existing secured term credit facility. J.P. Morgan and TD Securities acted as joint book-running managers for the offer- ing of the First Lien Notes, while Morgan Stanley and Citi acted as co-managers. J.P Morgan acted as sole book-running man- ager for the offering of the Second Lien Notes, while Credit Agricole CIB, TD Securities, HSBC, National Bank of Canada Financial and Canaccord Genuity acted as co-managers. 48 CCCA Canadian Corporate Counsel Association WINTER 2010